The Panel is a people organisation. It is also a relatively new organisation, having received its own funding only since late 2000 to function as the Crown entity administering the provisions of the Code. (Prior to that date the Panel was a policy-making body funded through the Ministry of Economic Development.)

At the time of its metamorphosis into a funded operating body the decision was made to have the Panel serviced both as to professional staff and also physical services such as offices, meeting rooms, computer systems, library and support services, by the Securities Commission.

There is a memorandum of understanding in place between the Panel and the Commission which has guided the relationship between the two bodies. It also covers the arrangements for payments by the Panel to the Commission for the cost of the services provided.

The Panel undertook a governance review in 2007 in order to satisfy itself that the current arrangements with the Commission remained appropriate. The Panel concluded that as the result of its more defined obligations as an independent Crown entity under the Crown Entities Act, conventional good governance principles, as well as its own growth since 2001 and its anticipated future responsibilities, it had to become the employer of its own staff. This would establish a conventional relationship between the Panel's governing body and its Chief Executive Officer, and ensure that the Panel could take responsibility for the performance management, remuneration and succession planning for its key executive.

By becoming the employer of its own staff the Panel, through its Chief Executive Officer, then takes responsibility for the recruitment, performance management, remuneration and career planning of its whole executive.

The Panel had a number of discussions with the Securities Commission and Ministry of Economic Development on the outcome of its governance review including its wish to become the employer of its own professional staff. The Panel formally appointed Kerry Morrell as its first employee and Chief Executive Officer in April 2008. This appointment was followed by the appointment of Daryl Owen as a Senior Lawyer and in May 2008 by that of Margaret Bearsley as the Panel's first General Counsel.

Other Panel staff were offered employment contracts with the Panel on terms no less favourable than those then provided by the Commission. The retention of these staff by the Panel is very important to the Panel's ongoing viability given the tightness of the labour market. It is intended that by 1 September 2008 the Panel will be the employer of all its full-time staff.

As part of the governance review, and in consultation with the Commission, it became apparent that it would be in the interests of the Panel for the Panel's operations to be physically separated from those of the Commission. After further discussions it was agreed that, subject to securing the finances, the target date for the Panel's relocation would be August 2008.

Physical relocation requires additional funding for premises fit-out. The Ministry is working to obtain extra one-off funding to finance a change in premises. The Panel will continue to purchase services from the Commission, including those of some part-time staff, while it remains physically co-located.

Within the time horizon of this Statement of Intent the Panel expects to be moving to its own premises and physically separating from the Commission.

Another issue affecting the Panel's ongoing corporate health and capability is that of maintaining an effective membership to enable the Panel to meet its responsibilities and fulfill its role in the market for corporate control.

The Panel has provision for 11 members and currently has 9 appointed. Members are appointed by the Governor-General on the recommendation of the Minister of Commerce. There is one position left deliberately vacant in case a matter arises where there are insufficient non-conflicted members to enable the Panel to exercise its statutory powers and functions. In such an instance, a new, suitably qualified member would be appointed for an appropriate period. The position for an Australian member is expected to be filled during July 2008.

The Australian member intends to attend half the Panel's regular meetings in person, attending the others by video or telephone link if required.

Panel members must be qualified or experienced in business, law or accounting. The term of office of Kevin O'Connor expired during the year and he was reappointed for a period of two years. The term of office of the Panel's Deputy Chairman, Alastair Lawrence, expires later in 2008. Mr Lawrence has been a Panel member since 1993 and is not seeking reappointment to the Panel. The Ministry has started the process of appointing a new member and a new Deputy Chairman during 2008/2009.

The level of remuneration paid to the Chairman and members is set by the Remuneration Authority, effective from the time the Crown Entities Act 2004 came into force in January 2005.

The staff of the Panel comprises the Chief Executive Officer, General Counsel, Senior Solicitor employed by the Panel and three solicitors of varying levels of experience currently employed by the Commission. The Panel has been funded for an additional lawyer to cope with its increased enforcement responsibilities under the "truth in takeovers" provisions of the Code which came into force on 29 February 2008. Panel staff are supported by a full-time personal assistant. The Panel also has a Communications Manager and an accountant who are shared with the Commission.

The Panel uses the Commission's IT systems. Part of those systems includes off-site back up for all computer files and records. The Panel's key documents are recorded and stored off-site as back-up in the event of fire or earthquake affecting the Panel's premises. The Commission has taken precautions to deal with a potential bird-flu pandemic. The Panel recently reviewed its physical filing systems and will ensure it follows protocols for storage and disposal of files that are in accordance with the requirements of the Chief Archivist. The Panel will be implementing these storage arrangements if it moves to its own premises.

The Panel is satisfied that it is effectively managing the Panel's ongoing organisational health and capability.